CALGARY, ALBERTA--(Marketwire - Aug. 6, 2012) - Open Range Energy Corp. ("Open Range") (TSX:ONR) is pleased to announce that it has entered into an amended and restated arrangement agreement (the "Amended and Restated Arrangement Agreement") with Peyto Exploration & Development Corp. ("Peyto") to amend certain terms of the arrangement agreement between Open Range and Peyto dated July 2, 2012 (the "Arrangement Agreement"), whereby Peyto agreed to acquire all of the common shares of Open Range ("Open Range Shares") pursuant to a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta).
Pursuant to the previously announced terms of the Arrangement Agreement, holders ("Open Range Shareholders") of Open Range Shares were to receive 0.0696 (the "Exchange Ratio") of a common share of Peyto (a "Peyto Share") for each Open Range Share held (the "Amended Arrangement").
Under the terms of the Amended and Restated Arrangement Agreement, Peyto has agreed to increase the consideration payable to Open Range Shareholders by increasing the Exchange Ratio to 0.0723 of a Peyto Share for each Open Range Share held.
In addition, the non-completion fee payable by Open Range to Peyto in certain circumstances has been increased from $5.0 million to $8.5 million. Substantially all other terms of the Arrangement Agreement, including non-solicitation and right to match provisions remain the same.
The increase in the consideration resulted from Open Range having received an unsolicited proposal from a third party.
The Board of Directors of Open Range has unanimously determined that the Amended Arrangement is in the best interests of Open Range and is fair to Open Range Shareholders. The Board of Open Range has unanimously approved the Amended and Restated Arrangement Agreement and has unanimously determined to recommend that Open Range Shareholders vote in favour of the Amended Arrangement.
The special meeting of Open Range Shareholders to consider the Amended Arrangement will continue to be held at 10:00 a.m. (Calgary time) on August 14, 2012 in the Strand - Tivoli Room of the Metropolitan Conference Centre located at 333 - 4th Avenue S.W., Calgary, Alberta.
The parties continue to anticipate that the Amended Arrangement will be completed on or about August 14, 2012 subject to obtaining shareholder and Court approval and the required governmental and regulatory approvals and satisfying other usual and customary conditions contained in the Amended and Restated Arrangement Agreement.
National Bank Financial Inc. acted as financial advisor to Open Range.
Complete details of the terms of the Amended Arrangement are set out in the Amended and Restated Arrangement Agreement (which will be filed by Open Range on SEDAR) and the Arrangement Agreement, which has been filed on SEDAR and is available for viewing under Open Range's profile on www.sedar.com
About Open Range
Open Range is a publicly traded Canadian energy company with focused operations in the Deep Basin region of Alberta. Further information about Open Range may be found in its continuous disclosure documents filed with Canadian securities regulators at www.sedar.com